To,
The Members of
SATKAR FINLEASE LIMITED
Your Directors are pleased to present the 24TH Annual Report of the Company
together with the Audited Financial Statements for the financial year ended on March 31,
2019.
1. FINANCIAL HIGHLIGHTS
The summarized performance of the Company for the years 2018-19 and 2017-2018 is given
below: Amount In Rs.
| Particulars |
Year ended March 31, 2019 |
Year ended March 31, 2018 |
| Revenue from Operations |
7,352,997.00 |
75,89,831.00 |
| Add: Other Income |
- |
- |
| Total Income |
7,352,997.00 |
75,89,831.00 |
| Total Expenses |
6,713,046.00 |
68,33,526.00 |
| Profit / (Loss) before tax |
639,951.00 |
7,56,305.00 |
| Profit/(Loss) after Tax |
474,892.00 |
552,238.00 |
2. FINANCIAL PERFORMANCE
During the year under review, the Companys income is Rs. 73,52,997.00/- as
against income of Rs. 75,89,831/- in 2018-19.
3. RESERVES & SURPLUS
The Reserves and Surplus is Rs. 241,720,146 as on the end of the Current year
and the Profit of the Current year Rs. 4,74,892 as been transferred to Reserve and
Surplus.
4. DIVIDEND
To plough back the profits in to the business activities, no dividend is recommended
for the financial year 2018-19.
5. INCREASE IN AUTHORIZED SHARE CAPITAL
There has been no change in the capital structure of the company during the financial
year under review.
6. CHANGE IN THE NATURE OF BUSINESS
During the year, the Company has not changed its nature of business.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as required under the Listing Agreement and
as per Regulation 34(e) read with Schedule V (B) of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 with Stock Exchanges, is enclosed separately
with this Annual Report.
8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year of the Company and
date of this report.
9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both the
design effectiveness and operational effectiveness to ensure reliability of financial and
operational information and all statutory / regulatory compliances. The Company has a
strong monitoring and reporting process resulting in financial discipline and
accountability.
10. RISK MANAGEMENT POLICY
Although the company has long been following the principle of risk minimization as is
the norm in every industry, it has now become a compulsion as per Sec 134 of Companies
Act, 2013.
Therefore, in accordance with Companies Act, 2013, the Board members were informed
about risk assessment and minimization procedures after which the Board formally adopted
steps for framing, implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business growth with
stability and to promote a pro-active approach in reporting, evaluating and resolving
risks associated with the business. In order to achieve the key objective, the policy
establishes a structured and disciplined approach to Risk Management, in order to guide
decisions on risk related issues.
11. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given herein below:
The information required pursuant to Section 197(12) read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Employees of the Company, will be provided on request. In terms of Section 136 of the Act,
the reports and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule 5(2) of the said rule
which is available for inspection by the Members at the Registered Office of the Company
during the business hours on working days of the Company upto the date of ensuing Annual
General Meeting. If any Member is interest in inspecting the same, such Member may write
to the Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
|
Name of Director/KMP and Designation |
Remuneration of Director/ KMP for FY 2018-19 (In Rs. ) |
% increase in Remuneration in FY 2018-19** |
Ratio of Remuneration of Director to Median Remuneration of employees |
Ratio of Remuneration of Director to Median Remuneration of Employees |
| 1. |
Mr. Roop Singh, Whole Time Director |
Nil |
N.A. |
N.A. |
N.A. |
| 2. |
Hema Lalwani Company Secretary {01.01.2019 to 31.03.2019} |
48,000 |
N.A. |
N.A. |
N.A. |
The number of permanent employees as on 31st March 2019 was 2.
Average of remuneration of employees excluding KMPs Nil
No employees remuneration for the year 2018-19 exceeded the remuneration of any of the
Directors.
Companys performance has been provided in the Directors Report which forms part of
the Board Report.
The key parameter for the variable component of key managerial personnel(s) is linked
with Company performance and Individual performance.
The remuneration of Directors, KMPs and other employees is in accordance with the
Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE
COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS REPORT FOR THE FINANCIAL
YEAR ENDED MARCH 31, 2019 NOT APPLICABLE
12. DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
13. NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND
ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March, 2019, provision of
section 129 of the Companies Act, 2013 is not applicable.
14. STATE OF COMPANY AFFAIRS
The Company is complying with all the applicable laws and provisions and there is no
adverse action against the business operations of the Company.
15. STATUTORY AUDITORS
The Board has recommended the appointment of M/s. Rakesh Batra & CO., Chartered
Accountants, FRN: 020461N as the statutory auditor of the company by the shareholders
in the forthcoming Annual General Meeting as required under Section 139 of the Companies
Act, 2013, to the effect that their appointment if made, will be within the limits as
prescribed under the provisions thereof. Your Directors recommend their appointment as the
Statutory Auditors of the Company.
16. FAMILIARIZATION PROGRAMME
The Company at its various meetings held during the Financial year 2018-19 had
familiarize the Independent Directors with regard to the roles, rights, responsibilities
in the Company, nature of the industry in which the Company operates, the Business models
of the Company etc. The Independent Directors have been provided with necessary documents,
reports and internal policies to familiarize then with the Companys policies, procedures
and practices.
Periodic presentations are made to the Board and Board Committee meeting on Business
and performance updates of the Company, Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements and
encompassing important amendments are briefed to the Directors.
17. AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are
self-explanatory and therefore, in the opinion of the Directors, do not call for further
comments.
18. EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form no. MGT 9 has been annexed to the Report as
Annexure A.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The particulars as required under the provisions of Section 314(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review.
There was no foreign exchange earning & outgo during the financial year under
review.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company has complied with the provisions related to
Corporate Social Responsibility on the basis of its financial statement. Corporate
Governance Report has been attached as Annexure
21. DIRECTORS & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review 2018-19, Mr. Roop Singh has been appointed as the Chief
Financial Officer of the company w.e.f 01st January, 2019.
Further Ms. Hema Lalwani has been appointed as the Company Secretary w.e.f. 01st
January, 2019. Except above there was no change in the composition of Board of Directors
during the financial year under review.
b) Declaration by an Independent Director(s) and re- appointment, if any
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, and Listing
Agreement.
c) Formal Annual Evaluation
Pursuant to the provisions of companies Act, 2013, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
committee. The manner in which the evaluation has been carried out has been explained in
Corporate Governance Report.
22. Postal Ballots
During the year under review, During the year under review, One postal Ballot was
conducted to appoint M/s. Rakesh Batra & Co. as the statutory Auditor of the company.
The Result of the Postal Ballot was declared on 08th May, 2018.
The Shareholders give their consent on 08th May, 2018 to appoint M/s.
appoint M/s. Rakesh Batra & Co. as the statutory Auditor in Casual Vacancy.
23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
a. BOARD MEETINGS
During the year Six (06) Board Meetings were convened and held on the following dates:
29.05.2018, 10.08.2018, 17.08.2018, 12.11.2018, 01.01.2019 and 12.02.2019.
COMPOSITION AND MEETINGS OF AUDIT COMMITTEE
The Composition and terms of reference of the Audit Committee satisfy the requirements
Section 177 of the Companies Act, 2013. The Composition of Audit Committee mentioned
below:
| Name of Member |
Designation |
Category |
| Ms. Niraj Saw |
Chairman |
Independent Director |
| Mr. Barkha Kumari |
Member |
Independent Director |
| Mr. Roop Singh |
Member |
Whole Time Director |
COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE
| Name of Member |
Designation |
Category |
| Ms. Niraj Saw |
Chairman |
Independent Director |
| Mr. Barkha Kumari |
Member |
Independent Director |
| Mr. Somnath Sinha |
Member |
Non-Executive - Non Independent Director, |
NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee to align with
the requirements prescribed under the provisions of the Companies Act, 2013.
The details of the Composition of the Nomination and Remuneration Committee are given
below:
| Name of Member |
Designation |
Category |
| Ms. Niraj Saw |
Chairman |
Independent Director |
| Mr. Barkha Kumari |
Member |
Independent Director |
| Mr. Somnath Sinha |
Member |
Non-Executive - Non Independent Director, |
24. SEXUAL HARASSMENT:
The Company has zero tolerance for Sexual Harassment at workplace and has adopted a
Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment
of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules
made there under. There was no complaint on sexual harassment during the year under
review.
25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of
Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for
its Directors and employees. In order to ensure that the activities of the Company and its
employees are conducted in a fair and transparent manner by adoption of highest standards
of professionalism, honesty, integrity and ethical behavior the company has adopted a
vigil mechanism policy. This policy is explained in corporate governance report and also
posted on the website of company.
26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year, Company has not provided Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act, 2013.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related parties which may
have a potential conflict with the interest of the Company at large. The details of
transactions with the Company and related parties are given for information under notes to
Accounts.
28. MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
Board has on the recommendation of the Nomination & Remuneration Committee framed a
Policy for Selection and appointment of Directors, senior management and their
Remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
29. SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE
REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Satish Kumar, Proprietor of M/s. Satish Kumar & Associates, Company
Secretaries to undertake the Secretarial audit of the Company. The Secretarial Auditor
Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure
B.]
With reference to the qualifications, we wish to explain that Chief Financial Officer
and Company Secretary has been appointed we.f 01st January, 2019. Further, the
company will ensure that timely intimation to be sent to the stock Exchange. The Website
of the company has been update and as the company will find the suitable person for the
Post of Director, the composition of Board of Directors will be complete.
30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
No significant and material orders have been passed by the regulators or courts or
tribunals, impacting the going concern status and companys operations in future.
31. DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) of sub-section
(3) of Section 134 of the Companies Act, 2013, shall state that -
(a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
34. ACKNOWLEDGEMENT AND APPRECIATION
The Directors take this opportunity to thank Companys customers, shareholders,
suppliers, bankers, Central and State Government for their consistent support to the
Company. The Board also wishes to place on record their appreciation for the hard work,
dedication and commitment of the employees at all levels. The enthusiasm and unstinting
efforts of the employees have enabled the Company to grow in the competitive environment
.The Board looks forward to their continued support and understanding in the years to
come.
|
|
By Order of the Board |
|
|
For Satkar Finlease Limited |
|
Sd/- |
Sd/- |
| Place: Delhi |
Roop Singh |
Somnath Sinha |
| Date: 30.07.2019 |
Director |
Director |
|
Din: 07304997 |
Din: 07336362 |
|
Address : H.No. 350, Tukargori Takargauri, |
Address : 21, N S Road, Liluha |
|
Kichha Udhamsingh Nagar 263148 |
Howrah, Kolkata-711204 |
+91-9892691696
